Home / CY AIF Law of 2018 / PART ΙΙ: PROVISIONS REGARDING THE ALTERNATIVE INVESTMENT FUNDS / Chapter 8: Special provisions / Part 3 - Limited Partnerships /  [69] Partnership agreement.

69.Partnership agreement.

(1)(a) The partnership agreement of the limited partnership shall be a single document even when the limited partnership is an umbrella AIF.

(b) The partnership agreement of the AIF is prepared by-

• the general partner, in case the AIF is internally managed in accordance with article 6(2)(a), or

• its external manager, in case the AIF is externally managed in accordance with article 6(2)(b), and approved by the Securities and Exchange Commission:

It is provided that, the provisions of this section shall apply to AIFLNPs as if the reference to article 6(2) is a reference to article 125(1).

(2) By acquiring units of a limited partnership, it is presumed that the unitholder has accepted its partnership agreement.

(3) The partnership agreement of a limited partnership, in addition to the information required by the General and Limited Partnerships and Business Names Law, when this is not in conflict with this Law, shall contain, at least, the following:

(a) the name of the limited partnership, and where relevant the fact that it is a limited partnership with separate legal personality, as well as the name of the general partner and the name of the depositary

(b) the investment objective of the limited partnership, from which the investment goals and its investment policy are determined

(c) the category of the investors to which it is addressed

(d) the duration of the limited partnership or the reference that its duration is indefinite

(e) the capital of the limited partnership, the valuation principles and the valuation policies of its assets, the rules for the calculation of its net asset value, of the marketing price, redemption price or repurchase price of its units and the method used to communicate those prices to the unitholders; additionally, in the case of a limited partnership which is externally managed by an AIFM, the information of article 19 of the Alternative Investment Fund Managers Law shall be included

(f) the conditions for the issue, marketing, cancellation, redemption or repurchase of units and the conditions under which the redemption or repurchase of the units may be suspended, as well as reference to the fact that the suspension of the redemption or the repurchase of units may be decided by the Securities and Exchange Commission at its own initiative

(g) the duration of the financial year and its closing date

(h) the fees and commissions of its external manager, where an external manager is appointed, and of its depositary as well as the method of calculation of their fees and commissions;

(i) the expenses charged on the limited partnership;

(j) the rules regarding the distribution of proceeds and profits to its unitholders, and in particular the time and procedure of the distribution;

(k) the procedure regarding the amendment of the partnership agreement of the limited partnership;

(l) the reasons for the dissolution of the limited partnership,

(m) a term forbidding the issue of bearer units.

(4) The partnership agreement of the limited partnership shall be drawn up in an official language of the Republic or in an official language of the Republic and in English or only in English, if the information of article 12 and, where appropriate article 56 which applies proportionately, regarding the authorisation of the limited partnership has been submitted to the Securities and Exchange Commission only in English in accordance with article 12(7).